8-KMaterial AgreementsCorporate ChangesOther Events+1

Prologis, Inc. 8-K Report, Material Agreement (Aug 30, 2006)

Filed August 30, 2006For Securities:PLDPLDGP

Summary

This 8-K filing from AMB Property Corporation (predecessor to Prologis, Inc.) on August 29, 2006, details the company's issuance of 2,000,000 shares of its 6.85% Series P Cumulative Redeemable Preferred Stock. The offering, conducted under a shelf registration statement, raised approximately $47.975 million in net proceeds after expenses. These proceeds are designated for general corporate purposes, including potential property acquisitions or development, debt repayment, and working capital enhancement. The Series P Preferred Stock carries a fixed annual dividend of 6.85% ($1.7125 per share), payable quarterly. The shares have no stated maturity, sinking fund, or conversion rights. Redemption is at the company's option on or after August 25, 2011, at the liquidation preference of $25.00 per share plus accrued dividends. Holders have limited voting rights, primarily triggered by missed dividend payments.

Key Highlights

  • 1AMB Property Corporation issued 2,000,000 shares of 6.85% Series P Cumulative Redeemable Preferred Stock.
  • 2The offering raised approximately $47.975 million in net proceeds.
  • 3Proceeds will be used for general corporate purposes, including property investment and debt reduction.
  • 4The Series P Preferred Stock offers a fixed annual dividend of 6.85% ($1.7125 per share), paid quarterly.
  • 5The stock has no stated maturity date or mandatory redemption.
  • 6Redemption is at the company's option starting August 25, 2011, at $25.00 per share plus accrued dividends.
  • 7The Series P Preferred Stock is listed on the NYSE under symbol 'AMB-PrP' and trading was expected to commence September 7, 2006.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the material event of AMB Property Corporation's entry into a definitive agreement for the issuance and sale of its 6.85% Series P Cumulative Redeemable Preferred Stock and to provide details about the terms of this new stock issuance.

AMB Property Corporation raised approximately $47.975 million in net proceeds from the sale of 2,000,000 shares of its 6.85% Series P Cumulative Redeemable Preferred Stock, after deducting underwriting discounts, commissions, and estimated expenses.

The Series P Cumulative Redeemable Preferred Stock has a liquidation preference of $25.00 per share, pays a fixed annual dividend of 6.85% ($1.7125 per share) payable quarterly, has no stated maturity or mandatory redemption, and can be redeemed by the company at its option on or after August 25, 2011, at $25.00 per share plus accrued dividends. It carries limited voting rights.

The net proceeds from the offering are intended for general corporate purposes. This includes potentially acquiring or developing additional properties, repaying indebtedness, redeeming outstanding securities, funding capital expenditures, and increasing working capital. Pending these uses, the proceeds may be invested in short-term securities or used to reduce borrowings.